Awes Shipbuilding Contract

8/14/2019 Awes Shipbuilding Contract

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PREFACE

During the 124 AWES Standing

Committee Meeting, held in December

1995 in Belfast, it was decided to

elaborate a new issue of the StandardShipbuilding Contract of AWES, as

proposed by the Director. The aim was to

prepare a new text to substitute the last

one drafted back in 1972. Since then and

after a long process of consultations,

exchanges and several ad-hoc meetings

the new text, as presented now, has been

worked out.

I firstly have to acknowledge with thanks

the effort carried out by the Drafting Group

made up by:

Dr. Michael Baumhauer

Mr. Jyrki Heinimaa

Dr. Mathias Mnchau

Mr. Jos Esteban Prez

Mr. Michael Prehn

Mr. Ruud Schouten

Dr. Stefan Schrandt

Vadm. Renato Sicurezza

Mr. Taavi Soininvaara

Mr. Wim Timmers

Dr. Giuseppe Volp

to complete this specialized task while

attending their daily work within a spirit of

full co-operation and openness to dialogue

at the two decisive meetings in Hamburg

and Barcelona.

Special mention deserves Dr. Mathias

Mnchau, as diligent and effective

coordinator during the final production

phase. I hope that this Standard Contract

Form be useful to all shipyards of the

AWES Associations, with this intention we

have worked.

Jos Esteban Prez

AWES DIRECTOR


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INDEX

ARTICLE 1: SUBJECT OF CONTRACTpar. a Vessel's description and main characteristics ............................ ............9par. b Yard Number.......... ............................... ................................ ...............10par. c Vessel's Registration and Classification..................................... ..........10

par. d Decisions of the Classification Society............. ............................... .....10par. e Subcontracting ............................ ............................... ..........................10

ARTICLE 2: INSPECTION AND APPROVALpar. a Inspection during Construction.............................. ...............................11par. b Approval ........................... ................................ ............................... .....11

ARTICLE 3: MODIFICATIONSpar. a Purchaser's Modifications........................... ................................ ..........13par. b Contractor's Modifications ................................ ............................... .....13par. c Modifications by Regulatory Bodies and Classification Society ...........13par. d Payment for adjustments of price.......... ................................ ...............14

par. e Information ............................. ............................... ...............................14

ARTICLE 4: TRIALSpar. a Notice ............................... ................................ ............................... .....15par. b Weather Conditions..... ............................... ................................ ..........15par. c Carrying out................. ............................... ................................ ..........15par. d Method of Acceptance or Rejection ........................... ..........................15par. e Effect of Acceptance ............................. ................................ ...............16par. f Surplus Consumable Stores.................................. ...............................16

ARTICLE 5: GUARANTEE FOR SPEED, CARGO CARRYINGCAPACITYAND FUEL CONSUMPTION

par. a Speed..... ................................ ............................... ...............................17par. b Deadweight capacity ............................. ................................ ...............17par. c Grain/bale capacity........................................... ............................... .....18par. d Fuel Consumption ............................ ............................... .....................18

ARTICLE 6: DELIVERY OF THE VESSELpar. a Time and Place of Delivery ............................. ............................... .....20par. b Delivery Documentation ............................. ................................ ..........20par. c Liquidated Damages and Premiums ............................... .....................21par. d Force Majeure............................. ............................... ..........................21par. e Permissible Delay............................................. ............................... .....21


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ARTICLE 7: PRICEpar. a Contract Price........................................ ................................ ...............23par. b Instalments........ ............................... ............................... .....................23par. c Payment procedures ............................. ................................ ...............23par. d Payment for Modifications................ ............................... .....................23par. e Payment for liquidated Damages and Premiums............................ .....23

par. f Prompt Payment......................................... ................................ ..........24

ARTICLE 8: PROPERTYpar. a General Plans, Specifications and Working Drawings .........................25par. b Property in the Vessel ........................... ................................ ...............25

ARTlCLE 9: INSURANCE............... ............................... ................................ ..........26

ARTlCLE 10: DEFAULT BY THE PURCHASER............. ................................ ..........27

ARTlCLE 11: DEFAULT BY THE CONTRACTOR............................... .....................28

ARTlCLE 12: GUARANTEEpar. a Extent of Guarantee.............................. ................................ ...............29par. b Guarantee Engineer............... ............................... ...............................30

ARTlCLE 13: CONTRACT EXPENSES...................... ................................ ...............31

ARTICLE 14: PATENTS......................................... ............................... .....................32

ARTICLE 15: INTERPRETATION, REFERENCE TOEXPERT AND ARBITRATIONpar. a Interpretation............................... ............................... ..........................33par. b Reference to experts assessment....................... ...............................33par. c Arbitration.......... ............................... ............................... .....................33

ARTICLE 16: CONDITION FOR THE CONTRACT TOBECOME EFFECTIVE.........................................................................35

ARTICLE 17: LEGAL DOMICILE...................................... ............................... ..........36

ARTICLE 18: ASSIGNMENT ............................ ............................... ..........................37

ARTlCLE 19: LIMITATION OF LIABILITY............................. ............................... .....38


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ARTlCLE 20: ADDRESSES FOR CORRESPONDENCE........................... ...................par. a Contractor's addresses......................................................... ................39par. b Purchaser's addresses..................... ............................... .....................40


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CONTRACT

Between: ....................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

a company organized and existing under the laws of ............... .............................................. ...

...................................................................................................................................................

with its registered office in .........................................................................................................

hereinafter called the "PURCHASER"

and

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

a company organized and existing under the laws of ............... .............................................. ...

...................................................................................................................................................

with its registered office in..........................................................................................................

hereinafter called the "CONTRACTOR",

IT IS HEREBY AGREED AND STIPULATED AS FOLLOWS:


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ARTICLE 1: SUBJETCT OF CONTRACT(a) VESSEL's description and maincharacteristics

The CONTRACTOR undertakes to build at

the CONTRACTOR's yard in ................................................. ......... (hereinafter calledthe"Shipyard") and to deliver to thePURCHASER, who orders andundertakes to accept delivery of....................................................................................................................................................................................................................................................................................................................................................of approximately.............................................................................................................

....................................................................metric tons deadweight, hereinafter calledthe "VESSEL", subject to and inaccordance with this CONTRACT andrelevant specification(s) No (s) ..................dated ....................... and general plan(s)No(s) ..........................................................signed by both parties (together the"Specifications"), which form an integralpart of this CONTRACT, although notattached hereto.

In the event of any conflict between thisCONTRACT and the Specifications theprovisions of this CONTRACT shallprevail. In the event of any conflictbetween the specification(s) and thegeneral plan(s) the provisions of thespecification(s) shall prevail.

Notwithstanding the above, it isunderstood that the foregoingspecification(s) and general plan(s) arecomplementary and that everything

contained in the general plan(s) and notmentioned in the specification(s) and viceversa is to be understood as included inboth the foregoing documents.

The VESSEL shall have the dimensionsand characteristics stated in theSpecifications, including the followingmain particulars:

...length between perpendiculars,approximately: ................................................................................................

-....breadth moulded, approximately:............................................................................................................................

.............................................................. ...depth to ........................ deck from

base line, approximately: ...............................................................................

...design draft in salt water,approximately: ................................................................................................

...scantling draft: .............................................................................................................................................................

...deadweight at design draft (specificgravity 1.025): ....................................

........................................................................................................................ ...main propulsion plant: ........................ .

........................................................... ...type: ....................................................

............................................................

........................................................... ... maximum continuous rating: ............

..................................................KWatt ...trial speed of the VESSEL with a clean

hull, on even keel at the design draft,with the main propulsion machinery


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developing an output of ... KWatt(measured at the outgoing shaft)under good conditions, viz. wind notexceeding 2 beaufort and in calm,deep,current free water ..............................................................................................................................................

knots ...................................................... other main particulars of the VESSEL

............................................................

(b) Yard Number

The VESSEL shall, for the purpose ofidentification only, be known as YardNumber ..........................................................................................................................

(c) VESSEL's Registration andClassification

The VESSEL shall comply with the laws,rules, regulations and enactmentspublished and in force in ....................... on........................................................................................................................................as stated in the Specifications.

The VESSEL shall be built under the

survey of ....................................................

(hereinafter the "Classification Society") to....................................................................Class and in accordance with normalshipbuilding practices in ...... ......................for new vessels of the type and generalcharacteristics of the VESSEL. TheVESSEL shall also comply with the rules,regulations and requirements of otherrelevant authorities as set out in theSpecifications (hereinafter the "Regulatory

Bodies"). Classification, survey and testingcharges relating to the CONTRACTOR'sobligations and items of supply under thisCONTRACT shall be for the account ofthe CONTRACTOR. The registration ofthe VESSEL shall be carried out by thePURCHASER and the costs andexpenses thereof shall be forPURCHASER's account.

(d) Decisions of theClassificationSociety

The decisions of the Classification Societyshall be final and binding on bothcontracting parties as to the VESSEL'scompliance or non-compliance with therules and regulations, observance of

which is to be controlled by theClassification Society.

(e) Subcontracting

The CONTRACTOR has the right tosubcontract part of the work to thirdparties.


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ARTICLE 2: INSPECTION AND APPROVAL

(a) Inspection during Construction

The PURCHASER shall have the right tohave the VESSEL and all engines,machinery, outfit and equipment intendedtherefore inspected during construction byone or more (up to a maximum of ...)authorized representative(s) (jointly the"Representative") to whom theCONTRACTOR shall grant free access forsuch purposes during working hours to theVESSEL and to the Shipyard andworkshops, save and except areas whichare controlled for purposes of nationalsecurity. The CONTRACTOR will obtainfor the PURCHASER's right of access to

subcontractors premises as far aspossible. The inspection will be at thePURCHASER's risk and expense.

The CONTRACTOR will make availablefor the PURCHASER's Representativeappropriate office space at the Shipyardfurnished with telephone, fax and otherbasic office facilities at CONTRACTOR'scosts and expenses. Alltelecommunication charges shall be foraccount of the PURCHASER.

The PURCHASER's Representativewhose name, duties and extent ofauthority are to be made known inadvance, shall observe the works' rulesprevailing at the CONTRACTOR's and theSUBCONTRACTOR's premises. He shalladdress his remarks exclusively to theCONTRACTOR's appointedrepresentative(s) whose name(s) shall bemade known to the PURCHASER.

During construction of the VESSEL, theCONTRACTOR shall give thePURCHASER's Representativereasonable advance notice of importanttests and inspections in order to enablehim to attend. Failure of theRepresentative to be present at such testsand inspections after due notice shall bedeemed to be a waiver of this right to bepresent.

Should the PURCHASER elect to use asthe Representative to firms or personsother than or in addition to its full timeemployees, different or in addition to theones established in the provisions of this

CON-TRACT, admittance of such firms orpersons and their duties shall be subjectto the CONTRACTOR's prior writtenapproval, which shall not be unreasonablywithheld.

(b) Approval

The CONTRACTOR shall send to thePURCHASER (or its Representative) forapproval three copies of the drawings andthe technical information of machinery and

equipment, for which such approval isrequired by the Specifications. One of thethree copies so submitted shall bereturned, either approved, orsupplemented with remarks andamendments, to reach theCONTRACTOR within ... days from thedate of receipt by the PURCHASER orwithin ... days after despatch by theCONTRACTOR, whichever is the sooner,and if this is not done within this time limitthe drawings and technical information


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shall be regarded as approved, unlessadditional time is specifically requested inwriting by the PURCHASER and agreed inwriting by the CONTRACTOR.

If the drawings and technical informationare returned to the CONTRACTOR withinthe said time limit supplemented withremarks and amendments by thePURCHASER and if the said remarks andamendments are not of such a nature orextent as to constitute modifications underArticle 3 hereof, then the CONTRACTORshall start or continue production on thebasis of the corrected or amendeddrawings and technical information. Incase of any dispute concerning thedrawings and/or technical informationwhich can not be solved by negotiations

the dispute shall be referred to expertsassessment in accordance with Art. 15(b)of the CONTRACT. Any delay caused bysuch dispute shall be Permissible Delay(see Art. 6 (e)).

There is attached to the Specifications aMakers' List of major items on which thePURCHASER and CONTRACTOR agreeon one or more suppliers and/orsubcontractors. The CONTRACTOR shallbe free to choose any of the proposed

suppliers and/or subcontractors. Shouldthe PURCHASER prefer a particularsupplier and/or subcontractor other thanthe one actually chosen by theCONTRACTOR (whether or not originallyproposed by the CONTRACTOR) andshould the PURCHASER's preferenceinvolve a cost change the CONTRACTORshall quote the amount of such costchange to the PUR-CHASER who shallthen have the option to notify theCONTRACTOR within ... days from the

date of receipt of such notice by thePURCHASER of the CONTRACTOR'schosen (selected) suppliers and/orsubcontractors or within ... days fromdespatch on the CONTRACTOR's notice,whichever is the sooner, that it insists onits preference, and in such case theamount of the cost change shall be addedto or de-ducted from the contract price.Failing any action by the PURCHASER orin case of dissent, the CON-TRACTORshall, subject to the CONTRACTOR'sguarantee liability under Article 12 hereof,be free to use any of the suppliers and/orsubcontractors proposed.

It is agreed that all contact with theCONTRACTOR's suppliers concerningsupplies intended for the VESSEL under

this CONTRACT shall be made throughthe CONTRACTOR.

The above approvals do not diminish theCONTRACTOR's responsibility for theconstruction of the VESSEL.


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ARTICLE 3: MODIFICATIONS

(a) PURCHASERs Modifications

The PURCHASER may request theCONTRACTOR in writing to makemodifications to the Specifications and theCONTRACTOR will agree to carry outsuch modifications provided that suchmodifications or an accumulation of suchmodifications will not in theCONTRACTOR's judgement adverselyaffect the CON-TRACTOR's planning orprogramme in relation to theCONTRACTOR's other commitments andprovided that the CONTRACTOR and thePURCHASER fully agree expressly and inwriting within 10 days from the despatch ofthe CONTRACTOR's notification upon the

(a) adjustment of price, (b) adjustment ofDelivery Date, (c) adjustment ofdeadweight and/or grain/bale capacity, (d)adjustment of speed requirements and (e)any other adjustment of the CONTRACTand/or Specifications.

The PURCHASER will keep modificationsto Specifications to a minimum. TheCONTRACTOR has the right to continueproduction on the basis of theSpecifications until agreement has been

reached as above stated.

(b) CONTRACTOR's Modifications

The CONTRACTOR may seek thePURCHASER's approval to makechanges to the Specifications. Theseproposed changes will be dealt with in themanner as described in paragraph (a) ofthis Article.

The CONTRACTOR is entitled to makeminor changes to the Specifications anddrawings, not affecting the VESSEL'sperformance characteristics if suchchanges are found necessary to suit theShipyard's local conditions and facilities,the availability of materials and equipment,the introduction of improved productionmethods or otherwise.

(c) Modifications by Regulatory Bodiesand Classification Society

In the event that subsequent to the datestated in Article 1 paragraph (c) anymodifications, deletions or additions are

made to the laws, rules, regulations andenactments applicable to the VESSEL ortheir interpretation or their application(including withdrawal of provisionalapprovals of the Classification Societyand/or additional requirements of saidSociety as compared with the basis of thisCONTRACT and/or similar measures ofother bodies as referred to in Article 1,paragraph (c) ), and such modifications,deletions or additions are compulsory forthe VESSEL, the CONTRACTOR will

effect them and will state the (a)adjustment of price, (b) adjustment ofDelivery Date, (c) adjustment ofdeadweight and/or grain/bale capacity, (d)adjustment of speed requirements and (e)any other adjustment of the CONTRACTand/or Specifications all as may beappropriate in the circumstances. Anysuch adjustment of the Delivery Date shallconstitute Permissible Delay.


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The adjustment of the Delivery Date shallinclude any adjustment needed by reasonof delay caused by the interpretation orconsideration of modifications, deletions oradditions.

The CONTRACTOR may require that thePURCHASER shall first apply for a formalwaiver of compliance with suchmodifications, deletions or additions fromthe Classification Society or RegulatoryBodies authorized to make suchmodifications by whom the modifications,deletions or additions have beenpromulgated should the PURCHASERconsider that the operation of the VESSELin its intended service would so permit ofsuch waiver. In such agreement theCONTRACTOR will fix a time limit after

which, if the waiver has not yet beenobtained, the CONTRACTOR will go onwith the required modifications, deletionsor additions. Any additional cost causedby the application for such waiver whetheror not obtained shall be for account of thePURCHASER and the date of delivery ofthe VESSEL shall be extended by the timenecessary as a result of the application forwaiver.

In the event that modifications, deletions

or additions referred to in this paragraph(c) above are not compulsory for theVESSEL, such modifications, deletions oradditions shall not be effected unless thePURCHASER requests them to be madeunder the provision of paragraph (a)above.

(d) Payment for adjustments of price

The adjustments of price made underparagraphs (a), (b) and (c) above shall bepaid by the PURCHASER in accordancewith paragraph (d) of Article 7 in so far asthey cause an increase in the price. If theadjustments cause a reduction in pricesuch adjustment shall be credited by theCONTRACTOR to the PURCHASERagainst the payments by thePURCHASER.

(e) Information

When required the CONTRACTOR shallfurnish reasonable information relating tothe adjustments of price and other effects

of modifications referred to in this Article.


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ARTICLE 4: TRIALS

(a) Notice

The CONTRACTOR shall before delivery,

with not less than ... days written notice to

the PURCHASER notify the time andplace for the trial run for the VESSEL and

the PURCHASER shall promptly

acknowledge receipt of such notice. The

PURCHASER shall have the right to have

its Representative on board the VESSEL

to witness the trial run. Failure in

attendance of the Representative at the

trial run without any valid reason after due

notice to the PURCHASER shall be

deemed to be a waiver by the

PURCHASER of its right to be present. Insuch case the PURCHASER shall be

obligated to accept the results of the trial

run on basis of a certificate of the

CONTRACTOR confirmed by the

Classification Society stating the results of

the trial run.

(b) Weather Conditions

The trial run shall be carried out under

favourable weather conditions. Any delay

in delivery caused by delay of the trial run

due to unfavourable weather conditions

shall be Permissible Delay.

(c) Carrying Out

The trial run shall be carried out in the

presence of representatives from the

Classification Society and/or Regulatory

Bodies, and shall be conducted in a

manner and to an extent prescribed in the

Specifications and shall prove the

VESSEL's proper functioning and

fulfilment of the performance requirements

for the trials set forth in this CONTRACTand the Specifications.

The methods to be used will be selectedby the CONTRACTOR to suit the

VESSEL's trial trip program.

The CONTRACTOR has the right to

subcontract speed and powermeasurements to an independent model

basin or research institute.

The CONTRACTOR shall be entitled toconduct preliminary sea trials.

The CONTRACTOR shall have the right torepeat any trial whatsoever.

All expenses except those of the

PURCHASER's Representative and its

assistant(s) in connection with the trial runshall be for the account of theCONTRACTOR, including without

limitation all necessary crew.

(d) Method of Acceptance or Rejection

Upon completion of the trial run and when

the trial results are available, and if the

CONTRACTOR considers the results

thereof demonstrates that the VESSELconforms to the CONTRACT, theCON-TRACTOR shall immediately give

the PURCHASER a written notice of


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completion stating that the VESSEL isready for delivery. The PURCHASER shall

upon receipt of this notice and the testresults notify the CONTRACTOR in writing

of its acceptance or rejection of the

VESSEL being in conformity with the

CONTRACT.

If the results of the trial run demonstratethat the VESSEL or any part or equipmentthereof does not conform to therequirements of the CONTRACT, theCONTRACTOR shall take all necessarysteps to rectify such non-conformity. Ifnecessary, the CONTRACTOR shall for itsown account carry out a further trial run toascertain that the VESSEL conforms tothe terms of the CONTRACT. Upondemonstration by the CONTRACTOR thatthe deficiencies have been corrected, anotice thereof stating that the VESSEL isready for delivery shall be given to thePURCHASER, who shall then uponreceipt of such notice together with thenew test results notify the CONTRACTORof its acceptance or rejection.

If the PURCHASER for any reason rejectsthe VESSEL, the PURCHASER shall in itsnotice of rejection give particulars of thereason in such detail as can reasonably

be expected. The PURCHASER shall beobliged to take delivery of the VESSEL if itis in conformity with the CONTRACT,unless there are any deficiencies orconditions or recommendations imposedby the Classification Society and/orRegulatory Bodies preventing theVESSEL to carry out its intendedoperation. If the deficiencies or theconditions/recommendations are of minorimportance and do not prevent safeoperation of the VESSEL, the

CONTRACTOR may require thePURCHASER to take delivery of theVESSEL provided the CONTRACTORundertakes for its own account to remedythe deficiency or fulfill the requirement assoon as possible, however latest by theend of the guarantee period.

If the CONTRACTOR disputes therejection by the PURCHASER, the caseshall be submitted for final decision byarbritation in accordance with Art. 15hereof.

(e) Effect of Acceptance

Acceptance of the VESSEL as providedabove, shall be final and binding and shall

preclude the PURCHASER from refusingformal delivery on basis of any allegeddeficiency in any parts of the VESSELwhich were tested during the trial run,provided all other procedual requirementsfor delivery have been met.

(f) Surplus Consumable Stores

Any fuel oil, lubricating oil, grease, freshwater or other consumable stores

furnished by the CONTRACTOR for thetrial run, remaining on board the VESSELat the time of delivery shall be purchasedby the PURCHASER from theCONTRACTOR at the original purchaseprice thereof, and payment effected by thePURCHASER on delivery of the VESSEL.


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ARTICLE 5: GUARANTEE FOR SPEED, CARGO CARRYING,

CAPACITY AND FUEL CONSUMPTION

Subject to the proviso contained in Article7 (e) the rights and obligations of theCONTRACTOR and PURCHASER inregard of VESSEL's speed, deadweight,capacity and consumption of fuel of thepropulsion plant are delimited as follows.

(a) Speed

For the purpose of determining theVESSEL's actual trial speed, the speed ofthe VESSEL recorded on the official seatrials under Article 4 shall be adjusted as ifthe official sea trials had been carried outin the conditions specified in Article 1,paragraph (a), the actual trial speed socomputed shall be compared with the trialspeed under Article 1, paragraph (a) and ifthe actual trial speed shall be the lesser,for causes for which the CONTRACTOR isliable, the CONTRACTOR shall pay to thePURCHASER as liquidated damages thefollowing amounts:

- for the first two tenths (2/10 ths) of aknot of less speed: ................ nothing

- for each successive whole one tenth

(1/10 th) knot thereafter (fractionsbeing disregarded) of less speed: .....

Should the deficiency in VESSEL's speedfor causes for which the CONTRACTOR isliable be more than ... knot(s), then thePURCHASER, as an alternative toreceiving the above mentioned liquidateddamages, shall have the option toterminate this CONTRACT, with theconsequences provided for in Article 11,save and except that the CONTRACTOR

shall have the right to remedy thedeficiency and repeat the trial.

Should the actual trial speed of theVESSEL determined or computed asprovided in this Article when comparedwith the trial speed under Article 1,paragraph (a) be greater thePURCHASER shall pay to theCONTRACTOR the following premiums:

-....for the first two tenths (2/10 ths) of aknot of more speed: ................... nothing-....for each successive whole one tenth(1/10 th) knot thereafter (fractions beingdisregarded) of more speed: ...... .............

(b) Deadweight capacity

Should the VESSEL's deadweightdetermined as stated in the Specifications,in salt water of 1,025 specific gravity onthe design draft of ............... for causes forwhich the CONTRACTOR is liable, be lessthan ... percent of the deadweightspecified in Article 1 then theCONTRACTOR shall pay to the

PURCHASER as liquidated damages anamount equal to ... for each metric ton ofdeadweight less than ... percent of thespecified deadweight disregardingfractions of a metric ton.

Should the VESSEL's deadweight forcauses, for which the CONTRACTOR isliable, be less than ... percent of thespecified deadweight, the PURCHASER,as an alternative to receiving the abovementioned liquidated damages shall have


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the option to terminate this CONTRACTwith the consequences provided for inArticle 11, save and except that theCONTRACTOR shall have the right toremedy the deficiency and repeat the trial.

Should the VESSEL's deadweight bemore than ... percent of the specifieddeadweight, the PURCHASER shall payto the CONTRACTOR a premium equal to......... for each metric ton of deadweight inexcess of ... percent of the specifieddeadweight disregarding fractions of ametric ton.

(c) Grain/bale Capacity

The net capacity of the cargo holds, viz: ...

....................................................................

....................................................................

....................................................................grain/bale/ 100 percent full shall be ...........cubic metres.

Should the VESSEL's capacity, for causesfor which the CONTRACTOR is liable, beless than ... percent of the specifiedcapacity, the CONTRACTOR shall pay tothe PURCHASER as liquidated damagesan amount equal to .................. (the

CONTRACT price as specified in Article 7,paragraph (a) divided by the specifiedcapacity) for each cubic metre of capacityless than ... percent of the specifiedcapacity, disregarding fractions of a cubicmetre.

Should the VESSEL's capacity, for causesfor which the CONTRACTOR is liable, beless than ... percent of the specifiedcapacity the PURCHASER, as analternative to receiving the above

mentioned liquidated damages, shall havethe option to terminate this CONTRACTwith the consequences provided for inArticle 11, save and except that theCONTRACTOR shall have the right toremedy the deficiency and repeat the trial.

Should the VESSEL's capacity be inexcess of ... percent of the specifiedcapacity, the PURCHASER shall pay tothe CONTRACTOR a premium equal to ...for each cubic metre of capacity in excessof ... percent of the specified capacity,disregarding fractions of a cubic metre.

(d) Fuel Consumption

For the main propulsion plant test bed

trials shall be carried out at themanufacturers site in accordance with theSpecifications. During the test bed trialsthe specific fuel consumption shall beascertained and corrected to the designparameters.

The fuel consumption of the mainpropulsion plant during the test bed trialsshall not exceed ... gram per shaft KW perhour using oil having a lower calorificvalue of .................... kcalories per kg. In

case the actual lower calorific value of thefuel used differs from the figuresmentioned in this paragraph, the fuelconsumption will be corrected accordingly.

Should the corrected fuel consumption pergram per shaft KW per hour for causes forwhich the CONTRACTOR is liable, be inexcess of ... percent of the specified fuelconsumption, the CONTRACTOR shallpay to the PURCHASER, as liquidateddamages, an amount of .................. for


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each gram per shaft KW metric per hour inexcess of ... percent of the specified fuelconsumption disregarding fractions of onegram.

Should the corrected fuel consumption, forcauses for which the CONTRACTOR isliable, be in excess of .... percent of thespecified fuel consumption, thePURCHASER, as an alternative toreceiving the above mentioned liquidateddamages, shall have the option to refusethe main propulsion machinery in whichevent the CONTRACTOR shall be allowedreasonable time to replace the same, saveand except that the CONTRACTOR shallhave the right to remedy the deficiencyand repeat the trial.


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ARTICLE 6: DELIVERY OF THE VESSEL

(a) Time and Place of Delivery

The VESSEL shall be delivered to thePURCHASER at the Shipyard or otheragreed place on or before ................. (the"Delivery Date") .......................................The Delivery Date as set out above shallbe subject to extension by the cumulativeamount of all Permissible Delays asprovided for in this CONTRACT.

The PURCHASER shall take possessionof the VESSEL immediately upon deliveryand acceptance thereof and shall withreasonable despatch remove her from theShipyard. The VESSEL shall be delivered

to the PURCHASER free from all liens andencumbrances.

(b) Delivery Documentation

Upon delivery and acceptance of theVESSEL, the CONTRACTOR shall deliverto the PURCHASER the followingdocuments, which shall accompany theProtocol of Delivery and Acceptance:

Protocol of Trials of the VESSEL madepursuant to the Specifications.

Protocol of Inventory of the equipment ofthe VESSEL, including spare parts andthe like, all as specified in theSpecifications.

Protocol of Stores of consumablenature.

All Certificates including the BuildersCertificate required to be furnished upondelivery of the VESSEL pursuant to thisCONTRACT and the Specifications. It isagreed that if the Classification Certificateand / or other Certificates are not availableat the time of delivery of the VESSEL,provisional Certificates shall be acceptedby the PURCHASER. The CONTRACTORshall provide the PURCHASER with theformal Certificates as promptly as possibleafter such formal Certificates have beenissued.

Declaration of Warranty of theCONTRACTOR that the VESSEL is

delivered to the PURCHASER free andclear of any and all liens and otherencumbrances upon the VESSEL and thePURCHASER's title hereto, and inparticular, that the VESSEL is absolutelyfree of the burdens, in the nature ofimposts, taxes or charges imposed by thecity, state or country of the part of delivery,as well as of all liabilities arising from theconstruction or operation of the VESSELor trial runs or otherwise prior to deliveryand acceptance.

Drawings and Plans pertaining to theVESSEL as stipulated in theSpecifications.

Commercial Invoice.

A protocol of delivery and acceptance willbe signed by the CONTRACTOR and thePURCHASER.


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(c) Liquidated Damages and Premiums

Should the VESSEL, for causes for whichthe CONTRACTOR is liable not bedelivered on the Delivery Date, asextended for Permissible Delays under theterms of this CONTRACT, theCONTRACTOR shall subject to theproviso contained in Article 7 (e) pay tothe PURCHASER as liquidated damagesan amount of ........................ for eachworking day of delay, beginning on the ...day of delay, up to maximum of ... days.

Should the delay in delivery for causes forwhich the CONTRACTOR is liable exceed360 days from the date set forth underparagraph (a) above as extended forpermissible extensions under the terms of

this CONTRACT, the PURCHASER, as analternative to receiving the abovementioned liquidated damages, shall havethe option to terminate this CONTRACTwith the consequences provided for inArticle 11.

Should the VESSEL be completed beforethe Delivery Date set forth underparagraph (a) , the PURCHASER shallsubject to the proviso contained in Article7 (e) pay to the CONTRACTOR a

premium equal to ............................ foreach working day of earlier delivery,beginning on the ... day after completion.

(d) Force Majeure

Should the construction or delivery of theVESSEL be delayed or any work requiredof the CONTRACTOR hereunder beprevented or hindered by events such as,but not limited to: Acts of God; war or

other hostilities or preparations therefore,civil commotions, riots or insurrections;blockades; embargoes, export or importrestrictions; epidemics; strikes, lockouts orother labour disturbances or difficultieswhatsoever; earthquakes; landslides;floods; exceptional weather conditions notincluded in normal planning; prolongedfailure of electric current; damage by fire,lightning or explosion; accidental damageincluding damage to the VESSEL and timetaken to repair such damage; shortage ofmaterials and equipment or inability toobtain delivery thereof; rejection of ordefects in materials and equipment whichcould not have been detected; defects incastings or forgings; or any other delayswhatsoever provided in any such case thatthe delay could not have been avoided by

reasonable efforts on the part of theCONTRACTOR, or should theconstruction or delivery of the VESSEL bedelayed owing to causes of any of theforegoing kinds affecting theCONTRACTORs other commitments,then and in any such case the number ofdays of delay so caused shall bePermissible Delay and the VESSELsDelivery Date shall be postponed by thecumulative amount of such PermissibleDelays.

Within ... days after the CONTRACTORbecoming aware of the extent of an eventof force majeure the CONTRACTOR shallnotify the PURCHASER in writing thereofindicating the extent of the delay socaused.


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(e) Permissible Delay

"Permissible Delay" means any delay onaccount of causes specified in paragraph(d) of this Article or any other delay byreason of events which permit adjustmentor postponement of the Delivery Dateunder the terms of the CONTRACT.


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ARTICLE 7: PRICE

(a) Contract Price

The CONTRACT price is .........................

(in words: ...............................................)

(b) Instalments

Payment of the CONTRACT price shall bemade by the PURCHASER to theCONTRACTOR by instalments as follows:.................................................................Bank guarantees for the differentinstalments have to be provided by thePURCHASER before the effective date ofthe CONTRACT as provided for in Article

16 to the satisfaction of theCONTRACTOR.

(c) Payment Procedures

Except for the first instalment theCONTRACTOR shall notify thePURCHASER at least ten (10) days inadvance of the estimated dates of theinstalment payments falling due.

All payments to the CONTRACTOR are tobe made in ..................................... at abank to be designated by theCONTRACTOR without any deductionwhatsoever on the dates on which thepayments are due.

Expenses for remitting payments and any

other expenses connected with suchpayments shall be for the account of thePURCHASER.

(d) Payment for Modifications

The sums due for modifications under

Article 3 of this CONTRACT shall be paidas follows:

(I) 50 % on the date of agreement for

modifications under Paragraph (a) and (b)

of Article 3 or for modifications underparagraph (c) of Article 3 when theStatement of the adjustment of price is

made by the CONTRACTOR as the casemay be.

(II) 50 %on the date of delivery of the

VESSEL as part of the delivery instalment.

(e) Payment for liquidated Damagesand Premiums

Any amounts for liquidated damages or

any premiums under Article 5 and 6 shallbe calculated and determined on deliveryof the VESSEL and the balance (of one

over the other) shall be paid to the partyentitled thereto on the VESSEL's delivery,

provided that, if the balance exceeds 10percent of the CONTRACT price in

paragraph (a) of this Article then the

payment shall be equal to 10 percent ofthis said price.

The liquidated damages provided for inthis agreement shall be in full and final

settlement and the PURCHASER hall notbe entitled to demand additional

indemnification.


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(f) Prompt Payment

The PURCHASER shall not delay anypayment in case of any disagreement asto the amount of the above liquidateddamages or premiums or in the event ofother exceptions or claims thePURCHASER may have asserted or mayintend to assert against theCONTRACTOR, whether in connectionwith this CONTRACT or otherwise withoutprejudice to the PURCHASER's right toapply subsequently to Arbitration. Theright of retention or set-off withcounterclaims of the PURCHASER isexcluded.


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ARTICLE 8: PROPERTY

(a) General Plans, Specifications andWorking Drawings

The CONTRACTOR retains all rights tothe Specifications, plans and workingdrawings, technical descriptions,calculations, test results and other datainformation and documents concerning thedesign and construction of the VESSELand the PURCHASER undertakestherefore not to bring them to theknowledge of third parties, without theprior written consent of theCONTRACTOR except if and to the extentnecessary in the normal operation orrepair of the VESSEL.

(b) Property In the VESSEL

During construction the VESSEL shall bethe CONTRACTOR's property and theCONTRACTOR undertakes not to disposeof the VESSEL and not to allow anymortgage or lien being registered on theVESSEL except with the PURCHASER'sprior written consent.

On delivery of the VESSEL to thePURCHASER every responsibility for thesafety and generally for the condition ofthe VESSEL is transferred to thePURCHASER, and thereafter allresponsibilities on the part of theCONTRACTOR shall cease with theexception of the guarantee obligationsprovided for in Article 12 hereof.


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ARTICLE 9: INSURANCE

The VESSEL and/or such parts as shall

be constructed and all materials, engines,

machinery, outfit and equipment pertaining

to this CONTRACT and within the

premises of the Shipyard shallimmediately be marked with VESSEL's

yardnumber and shall until delivery of theVESSEL be insured by the

CONTRACTOR at CONTRACTOR'sexpense - policy being in the name of the

CONTRACTOR - against all risks

customarily insured against in .......shipbuilding industry including trials with

the exception of war risks and in

accordance with and subject to the termsof the usual construction policy for a total

of not less than the amount for the timebeing paid by the PURCHASER to the

CONTRACTOR for the VESSEL. If

considered necessary by theCONTRACTOR or if required by the

PURCHASER war risks insurance for not

less than the CONTRACT price to beeffected by the CONTRACTOR at

PURCHASER's account up to the date ofdelivery to the extent that such insurance

is obtainable on the ...... insurance market.

In the event of the VESSEL and/or such

parts materials etc. as aforesaid

sustaining damage, including war

damage, before delivery of the VESSELthen any monies received in respect ofany insurance effected under this Article

shall be applied by the CONTRACTOR inmaking good such damages with all due

despatch during ordinary working hours ina reasonable and workmanlike manner

and the PURCHASER shall not on

account of any such damage or any repair

thereof be entitled to object to the

VESSEL or to make any claim for alleged

consequential loss or depreciation.

Underwriters are entitled to settle claimsconcerning repairable damage to the

VESSEL directly with the CONTRACTOR,and make all payments on these claims

directly to the CONTRACTOR. TheCONTRACTOR shall be allowed

additional time equivalent to any delay in

delivery caused by any such damage orany repair thereof.

Should the VESSEL from any causebecome or be deemed to be at any time a

constructive, arranged or compromisedtotal loss under the insurance policy, this

CONTRACT shall if not otherwise agreed

between the parties thereupon absolutelycease and terminate without any liability

whatsoever on the part of the

CONTRACTOR. In the event of such totalloss any insurance monies shall be paid to

the PURCHASER for reimbursement ofthe amount paid by the PURCHASER to

the CONTRACTOR hereunder; anybalance shall belong to theCONTRACTOR. Under no circumstances

shall the CONTRACTOR be liable to

replace the VESSEL.

The CONTRACTOR's liability to thePURCHASER in respect of damage -

including war damage - or in respect of theconstructive, arranged or compromised

total loss of the VESSEL, shall not in anyevent extend further or otherwise than in

this Article provided.


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ARTICLE 10: DEFAULT BY THE PURCHASER

Should the PURCHASER be in default inpayment of any CONTRACT instalmentand/or other amounts due under thisCONTRACT, then the PURCHASER shallpay to the CONTRACTOR - as from thedue date - interest thereon at the rate of........................ percent per annum over ....

The CONTRACTOR shall be entitled toone days postponement of the DeliveryDate of the VESSEL for each day of delayin excess of two days in the payment ofthe aforesaid sums and if the delayexceeds 15 days as from the due date theCONTRACTOR shall have the option tosuspend the CON-TRACTOR's obligations

under this CONTRACT until payment ofsuch sums and interest thereon has beenreceived by the CONTRACTOR.

If the aforesaid delay exceeds 30 calendardays from the due date, theCONTRACTOR, even if it has elected tosuspend the work as aforesaid, may havethe right to terminate the CONTRACT bygiving notice in writing, which may be bytelefax if confirmed by letter, to thePURCHASER about such termination. In

this event the CONTRACTOR shall beentitled to recover damages from thePURCHASER in respect of any loss thatthe CONTRACTOR has suffered byreason of the PURCHASERs default.

In the event of termination of theCONTRACT as above provided, theCONTRACTOR is herewith irrevocablyauthorized by the PURCHASER to sell theVESSEL before or after having completedher without prejudice to any otherCONTRACTOR's rights.

Should the PURCHASER fail to takedelivery of the completed VESSEL inaccordance with the terms of thisCONTRACT the amounts due on orrelated to delivery by the PURCHASER tothe CONTRACTOR shall be regarded ashaving fallen due upon receipt of writtennotice.

The CONTRACTOR shall inform thePURCHASER about the dates on whichthe PURCHASER has to deliver itssupplies (as specified in theSpecifications) at the Shipyard. Should theCONTRACTOR fail to deliver its supplieswithin the designated delivery time, theincurred delay shall be Permissible Delay.


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ARTICLE 11: DEFAULT BY THE CONTRACTOR

If in accordance with any of the provisionsof Article 5 or 6 the PURCHASER shall, asan alternative to receiving the liquidateddamages therein referred to, exercise theoption of the PURCHASER to terminatethis CONTRACT, then, provided that theright of the PURCHASER to exercise thisoption is not disputed by theCONTRACTOR and subject to arbitrationunder Article 15 hereof, theCONTRACTOR shall be liable to repay tothe PURCHASER the amount of allmonies paid by the PURCHASER for oron account of the CONTRACT price of theVESSEL together with interest at the rateof ................... .... percent per annum over.

............................ as from the date whensuch monies were paid by thePURCHASER to the CONTRACTOR up tothe date of the repayment thereof. Uponthe termination of the CONTRACT by thePURCHASER as aforesaid theCONTRACTOR shall irrevocably beauthorized by the PURCHASER to sell theVESSEL before or after completion and tokeep the proceeds.


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ARTICLE 12: GUARANTEE

(a) Extent of Guarantee

On delivery of the VESSEL theCONTRACTOR shall be free of allresponsibility or liability whatsoever exceptfor the guarantee contained in this Article.

The CONTRACTOR shall remedy at (oneof) its yard(s) and in the normal workinghours, by repairing or if necessaryreplacing at its own cost any defectsnotified in writing by the PURCHASER onthe VESSEL's delivery due to badworkmanship and/or use of defectivematerials or defects not discoverable ondelivery which become apparent duringthe period of ............. days from the date

of delivery of the VESSEL provided thedefect is notified in writing within 30 daysfrom its discovery.

The guarantee shall apply only to the workof the CONTRACTOR and of itssubcontractors and/or suppliers. TheCONTRACTOR's liability shall be limitedto the above mentioned obligations as toex-tent and duration and theCONTRACTOR and/or its subcontractorsand suppliers shall have no further liability

whatsoever for any direct or indirect loss,damages or expense in any way derivingfrom or connected with the above defectsand for defects due to normal wear andtear or overloading or due to corrosion ofthe materials or due to accidents, fire,improper loading or stowage of theVESSEL, mismanagement or negligencein the use and maintenance of theVESSEL.

Replacements and repairs pursuant to theCONTRACTOR's guarantee obligationsshall be subject to guarantee inaccordance with this article, provided thatthe guarantee period in regard to suchreplacements and repairs shall start at thedate of completion thereof and providedthat the total guarantee period shall neverexceed a period of two years after deliveryof the VESSEL.

If the replacements or repairs under thisArticle cannot be conveniently made at(one of) the CONTRACTORs yard(s), thePURCHASER may have carried outelsewhere such repairs and/orreplacements; in such a case the

CONTRACTOR is discharged from thisguarantee and shall reimburse thePURCHASER the documented expensesincurred by the PURCHASER, but such areimbursement shall not exceed theestimated costs of carrying out theguarantee work at the CONTRACTORsyard(s).

In any event the VESSEL shall be taken atPURCHASER's cost and responsibility tothe place elected by the PURCHASER

ready in all respects for the guaranteework to be commenced.

In the event that the guarantee periodprovided by manufacturers or suppliers ofvarious components of machinery,materials, equipment, appurtenances andoutfit furnished to the CONTRACTOR andembodied in the VESSEL exceeds theaforesaid guarantee period, suchextended guarantee rights are to beassigned and made available to the


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PURCHASER by the CONTRACTOR tothe extent possible.

The CONTRACTOR, at its own cost, is tohave the right to investigate the validity ofthe PURCHASER's claim either by theattendance aboard the VESSEL (withoutinterruption to the operation of theVESSEL) of an accredited representativeor, in the event it is practicable to do soafter suitable replacement is made, by theremoval from the VESSEL and thetransportation to the CONTRACTORsyard(s) of the defective part.

This guarantee shall not apply to itemssupplied by the PURCHASER.

(b) Guarantee Engineer

During any time of the guarantee periodthe CONTRACTOR shall have the optionto place on board one or two GuaranteeEngineers who shall act asCONTRACTOR's observers and to whomevery assistance shall be granted for thefulfilment of their tasks. Should this optionbe exercised then such GuaranteeEngineers shall not be discharged withoutthe CONTRACTOR's approval.

The PURCHASER shall ensure the saidEngineers a status on board not inferior tothat due to the Chief Engineer and pay theCONTRACTOR a remuneration to beagreed upon.

The presence on board of the GuaranteeEngineers shall in no way affectCONTRACTOR's and PURCHASER'sresponsibility as provided for in thisCONTRACT and the CONTRACTOR shallnot be liable for any faults or omissions onthe part of the Guarantee Engineer.


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ARTICLE 13: CONTRACT EXPENSES

All taxes, duties, stamps and fees leviedby the Authorities in ................. andconnected to this CONTRACT are to beborne by the CONTRACTOR.

Any taxes, duties, stamps and feesoutside are to be borne by thePURCHASER.


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ARTICLE 14: PATENTS

The CONTRACTOR shall indemnify thePURCHASER against any infringement ofpatent rights by or in connection with theconstruction at the Shipyard, of theVESSEL, but no such liability shall lie withthe CONTRACTOR with regard tocomponents and/or equipment and/ordesign supplied by the PURCHASER.

Nothing contained herein shall beconstrued as transferring any patent ortrademark rights or copyright in equipmentcovered by the CONTRACT, and all suchrights including the design of the VESSELare hereby expressly reserved to the trueand lawful owners thereof.


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ARTICLE 15: INTERPRETATION, REFERENCE TO EXPERT AND

ARBITRATION

(a) Interpretation

This CONTRACT supersedes all priornegotiations, representations,undertakings and agreements of anysubject matter to this CONTRACT.

This CONTRACT and all otheragreements relating thereto shall beconstrued and interpreted under the lawsof ................................................................

(b) Reference to experts assessment

Save as provided in Article 1 (e) should

any dispute arise between the parties inregard to the construction of the VESSEL,engines materials or workmanship it shallforthwith be referred to an expertnominated by agreement between theparties hereto or failing such agreementby the ......................................................and his decision shall be final and bindingupon both parties hereto.

(c) Arbitration

In the event of any dispute or differencebetween the Parties hereto as to anymatter or thing arising out of or relating tothis CONTRACT or its termination or anystipulation herein not already covered inparagraph b) above which cannot besettled by the parties themselves, theparties shall submit the matter in disputeto arbitration by three arbitrators, one ofthe arbitrators to be chosen by each party

hereto and the third arbitrator by the twothus chosen.

The arbitration shall be conducted at....................................................................under the laws of .......................................The party desiring such arbitration shallserve upon the other party written noticeof its desire, specifying the question(s) tobe arbitrated and naming the arbitratorchosen by it.

The party so notified shall in turn notify inthe same way the name of its arbitratorand its own question(s), if any.

In the event that one of the parties fails tochoose its arbitrator after having been dulynotified in writing by the other party to doso, within twenty (20) days after suchnotice, or in the event that two arbitratorschosen by both parties within a period of20 days after appointment of the secondarbitrator fail to select the third arbitratorthen respectively each party or the otherparty shall have the right to request thePresident of the .............................................................................................................

to nominate the arbitrators for the openplace(s).

The decision of the arbitrators shall befinal, conclusive and binding upon bothparties thereto.

The Arbitrators so appointed shalldetermine which party, or the properproportion which each party shall assumeof the expenses of such arbitration and thearbitration expenses so allocated shall be


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paid directly by the party or parties bywhich such expenses are directed to bepaid.


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ARTICLE 16: CONDITIONS FOR THE CONTRACT TO BECOME

EFFECTIVE

This CONTRACT shall become effectivethe day after all the following conditionshave been fulfilled:

The PURCHASER and theCONTRACTOR shall notify each other inwriting, which may be by telefax ifconfirmed by letter, of the fulfilment of theabove conditions.

Should any of the above conditions not befulfilled within .................... days from thedate of signature of this CONTRACT, thisCONTRACT shall not become effectiveand shall be regarded as never enteredinto; in such case no obligationswhatsoever shall remain between theparties.


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ARTICLE 17: LEGAL DOMICILE

For all the purposes of this CONTRACTthe PURCHASER elects its legal domicileat its registered office in ..........................

and the CONTRACTOR at its registeredoffice in ..........................................................................................................................


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ARTICLE 18: ASSIGNMENT

Neither party shall be entitled to transferits rights unless prior written approval hasbeen obtained from the other party, whichshall not be unreasonably withheld. Bothparties shall have the right to study alldocuments relevant to such transfer andto renegotiate such terms and conditionsas it requires.

All costs of any kind whatsoever, includinglegal and other costs in relation to suchassignment shall be borne and paid for bythe new party to the CONTRACT. Theoriginal party shall guarantee performanceand shall jointly and severally with the newparty be liable under the terms of theCONTRACT.


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ARTICLE 19: LIMITATION OF LIABILITY

The liability of the CONTRACTOR shall belimited to the remedies provided for thePURCHASER in this CONTRACT andthere shall be no further liabilitywhatsoever for any direct or indirectlosses, damages or expenses derivingfrom the obligations of the CONTRACTORunder this CONTRACT.


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ARTICLE 20: ADDRESSES FOR CORRESPONDENCE

(a) For practical purposes without it being a legal requirement the CONTRACTOR shall sendall letters and documents for the PURCHASER in connection with and required under thisCONTRACT to the following addresses:

(I) for all technical matters:

address: ............................ ............................... ................................ ............................... ....

att........................................................................................................................................

telephone:.............................. ................................ ............................... ..............................

telefax: .............................. ............................... ................................ ............................... ....

eMail: ........................... ............................... ................................ ............................... .........

(II) for all legal and financial matters:

address: ............................ ................................ ............................... ............................... ....

att........................................................................................................................................

telephone:.............................. ................................ ............................... ..............................

telefax: .............................. ................................ ............................... ............................... ....

eMail: ........................... ............................... ................................ ............................... .........


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(b) For practical purposes without it being a legal requirement the PURCHASER shall sendall letters and documents for the CONTRACTOR in connection with and required under thisCONTRACT to the following address:

(I) for all technical matters:

address: ............................ ................................ ............................... ............................... ....

att........................................................................................................................................

telephone:.............................. ................................ ............................... ..............................

telefax: .............................. ................................ ............................... ............................... ....

eMail: ........................... ............................... ................................ ............................... .........

(II) for all legal and financial matters:

address: ............................ ................................ ............................... ............................... ....

att........................................................................................................................................

telephone:.............................. ................................ ............................... ..............................

telefax: .............................. ................................ ............................... ............................... ....

eMail: ........................... ............................... ................................ ............................... .........

In witness whereof the parties have executed this CONTRACT by their duly authorisedrepresentatives as follows.

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